ALLERGAN,
INC. (the “Corporation”), a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

1. The Corporation was originally incorporated on April 14, 1977,
under the name of ALLERGAN PHARMACEUTICALS, INC. Pursuant to a Certificate of
Amendment filed with the Secretary of State of the State of Delaware on
September 26, 1986, the name of the Corporation was changed to, and now is,
ALLERGAN, INC.

2. This Amended and Restated Certificate of Incorporation (this
“Certificate of Incorporation”), which amends and restates the Amended and
Restated Certificate of Incorporation of the Corporation as filed with the
Secretary of State of the State of Delaware on May 1, 2013, was duly adopted
pursuant to Sections 242 and 245 of the General Corporation Law of the State of
Delaware.

3. The Amended and Restated Certificate of Incorporation of the
Corporation as filed with the Secretary of State of the State of Delaware on
May 1, 2013 is hereby amended and restated in its entirety to read as follows:

ARTICLE 1. Name

The name of the Corporation is Allergan, Inc.

ARTICLE 2.
Registered Office

The address of the registered office of the Corporation in the
State of Delaware is The Prentice-Hall Corporation System, Inc., 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle,
Delaware 19808. The name of its registered agent at such address is The
Prentice-Hall Corporation System, Inc.

ARTICLE 3. Purpose

The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware, as may be amended from time to time. The
Corporation shall have perpetual existence.

ARTICLE 4.
Authorized Capital Stock

The aggregate number of shares which the Corporation shall have
authority to issue is 505,000,000, to be divided into (a) 500,000,000 shares of
Common Stock, par value $.01 per share and (b) 5,000,000 shares of Preferred
Stock, par value $.01 per share.

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The Board
of Directors is hereby empowered to cause the Preferred Stock to be issued from
time to time for such consideration as it may from time to time fix, and to
cause such Preferred Stock to be issued in series with such voting powers and
such designations, preferences and relative, participating, optional or other
special rights as designated by the Board of Directors in the resolution
providing for the issue of such series. Shares of Preferred Stock of any one
series shall be identical in all respects.

ARTICLE 5. Bylaws

In
furtherance and not in limitation of the powers conferred by statute, the Board
of Directors is expressly authorized to make, repeal, alter, amend and rescind
the bylaws of the Corporation.

ARTICLE 6. Election
of Directors

The
number of directors that shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the bylaws of the Corporation. At each
annual meeting of stockholders of the Corporation all directors shall be
elected for a term expiring at the next succeeding annual meeting of
stockholders. Each director shall hold office until his or her successor is
duly elected and qualified or until his or her prior death, resignation,
retirement, disqualification or removal from office.

Notwithstanding
the foregoing, whenever the holders of any one or more classes or series of
Preferred Stock issued by the Corporation shall have the right, voting
separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the terms of this
Certificate of Incorporation or the resolution or resolutions adopted by the
Board of Directors pursuant to Article 4 hereof.

Elections
of directors need not be by written ballot unless the bylaws of the Corporation
shall so provide.

ARTICLE 7. Removal
of Directors

Subject
to the rights, if any, of the holders of shares of Preferred Stock then
outstanding, any or all of the directors of the Corporation may be removed from
office by the stockholders at any annual or special meeting of stockholders of
the Corporation, the notice of which shall state that the removal of a director
or directors is among the purposes of the meeting, with or without cause, by
the affirmative vote of at least a majority of the outstanding shares of stock
of the Corporation entitled to vote generally in the election of directors of
the Corporation.

ARTICLE 8. Board of
Directors Vacancies

Subject
to the rights, if any, of the holders of shares of Preferred Stock then
outstanding, newly created directorships resulting from any increase in the
number of directors or any vacancy on the Board of Directors resulting from
death, resignation, disqualification, removal or other cause shall be filled
solely by the affirmative vote of a majority of the remaining directors then in
office,

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even though
less than a quorum, or by a sole remaining director. The term of any director
elected in accordance with the preceding sentence shall expire at the next
annual meeting of the stockholders following such director’s election. Each
such director shall hold office until his or her successor is duly elected and
qualified or until his or her prior death, resignation, retirement,
disqualification or removal from office. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

ARTICLE 9.
Stockholder Action by Written Consent

All
actions required or permitted to be taken by stockholders at an annual or
special meeting of stockholders of the Corporation may be effected by the
written consent of the holders of capital stock of the Corporation entitled to
vote; provided that no such action may be effected except in accordance with
the provisions of this Article 9 and applicable law.

(a) Request for Record Date. The record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be as fixed by the Board of Directors or as otherwise established
under this Article 9. Any stockholder seeking to have the stockholders
authorize or take corporate action by written consent without a meeting shall,
by written notice addressed to the Secretary of the Corporation and delivered
to the Corporation at its principal executive office and signed by holders of
record of at least twenty-fivepercent (25%) in voting power of the
then outstanding shares of capital stock of the Corporation entitled to vote on
the matter, request that a record date be fixed for such purpose. Such request
must contain the information set forth in paragraph (b) of this Article 9. Following
receipt of such request, the Board of Directors shall, by the later of (i) 20 days after the Corporation’s receipt of such request
and (ii) 5 days after delivery of any information requested by the Corporation
to determine the validity of any such request or whether the action to which
such request relates may be effected by written consent of stockholders in lieu
of a meeting, determine the validity of such request and whether such request
relates to an action that may be taken by written consent of stockholders in
lieu of a meeting pursuant to this Article 9 and applicable law and, if
appropriate, adopt a resolution fixing the record date for such purpose. The
record date for such purpose shall be no more than 10 days after the date upon
which the resolution fixing the record date is adopted by the Board of
Directors and shall not precede the date upon which such resolution is adopted.
If (x) the request required by this paragraph (a) has been determined to be
valid and to relate to an action that may be effected by written consent
pursuant to this Article 9 and applicable law or (y) no such determination
shall have been made by the date required by this paragraph (a), and in either
event no record date has been fixed by the Board of Directors, the record date
shall be the first date on which a signed written consent relating to the
action taken or proposed to be taken by written consent is delivered to the
Corporation in the manner described in paragraph (f) of this Article 9;
provided that if prior action by the Board of Directors is required under the
provisions of the Delaware General Corporation Law, the record date shall be at
the close of business on the day on which the Board of Directors adopts the
resolution taking such prior action.

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(b)
Notice Requirements. The request required by paragraph (a) of this Article 9
must be delivered by holders of record of at least twenty five percent (25%) in
voting power of the outstanding shares of capital stock of the Corporation
entitled to vote on the matter as of the date of such delivery (with written
evidence of such ownership included with the written notice making such
request), must describe the action proposed to be taken by written consent of
stockholders in lieu of a meeting and must contain such information and
representations, to the extent applicable, required by Article 11 and Article
12 of the Certificate of Incorporation, as applicable, and Article II, Section
9 of the bylaws of the Corporation (or any successor provision(s) relating to
advance notice of stockholder nominations or business proposals to be submitted
at a meeting of stockholders) as though such stockholder or stockholders were
intending to make a nomination or to bring a business proposal before a meeting
of stockholders (other than a proposal permitted to be included in the
Corporation’s proxy statement pursuant to applicable rules and regulations
promulgated under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)), including, without limitation, all such information regarding
the stockholder or stockholder(s) making the request required by paragraph (a)
of this Article 9, the beneficial owner or beneficial owners, if any, on whose
behalf the request is made, and the text of the proposal(s) (including the text
of any resolutions to be adopted by written consent of stockholders and, in the
event the resolution proposes to amend the bylaws of the Corporation, the
language of any proposed amendment to the bylaws of the Corporation). The
Corporation may require the stockholder(s) submitting such notice to furnish
such other information as may be requested by the Corporation to determine the
validity of the request required by paragraph (a) of this Article 9 and to
determine whether such request relates to an action that may be effected by
written consent of stockholders in lieu of a meeting under this Article 9 and
applicable law. In connection with an action or actions proposed to be taken by
written consent in accordance with this Article 9 and applicable law, the
stockholder(s) seeking such action or actions shall further update and
supplement the information previously provided to the Corporation in connection
therewith, if necessary, in the same manner required by Article 11 and Article
12 of this Certificate of Incorporation, as applicable, and Article II, Section
9 of the bylaws of the Corporation (or any successor provision(s)).

(c)
Actions Which May Be Taken by Written Consent. Stockholders are not entitled to
act by written consent if (i) the request to act by
written consent made pursuant to paragraph (a) of this Article 9 (x) does not
comply with this Article 9, (y) was made in a manner that involved a violation
of Regulation 14A under the Exchange Act or other applicable law, or (z)
relates to an item of business that is not a proper subject for stockholder
action under applicable law, (ii) any such request is received by the
Corporation during the period commencing 90 days prior to the first anniversary
of the date of the immediately preceding annual meeting of stockholders, (iii)
an identical or substantially similar item (a “Similar Item”) to that included
in any such request was presented at any meeting of stockholders held within
one year prior to the Corporation’s receipt of such request, (iv) a Similar
Item is already included in the Corporation’s notice as an item of business to
be brought before a meeting of stockholders that has been called but not yet
held, and the date of which is within 90 days of the Corporation’s receipt of
such request, or (v) the Board of Directors calls an annual or special meeting
of stockholders for the purpose of presenting a Similar Item, or solicits
action by written consent of stockholders for a Similar Item pursuant to
paragraph (i) of this Article 9.

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(d)
Manner of Consent Solicitation. Stockholders may take action by written consent
only if consents are solicited by the stockholder or stockholders seeking to
take action by written consent of stockholders in accordance with this Article
9 and applicable law from all holders of capital stock of the Corporation
entitled to vote on the matter.

(e) Date
of Consent. Every written consent purporting to take or authorize the taking of
corporate action (each such written consent is referred to in this paragraph
and in paragraph (f) as a “Consent”) must bear the date of signature of each
stockholder who signs the Consent, and no Consent shall be effective to take
the corporate action referred to therein unless, within 60 days of the earliest
dated Consent delivered in the manner required by paragraph (f) of this Article
9 and applicable law, Consents signed by a sufficient number of stockholders to
take such action are so delivered to the Corporation.

(f)
Delivery of Consents. No Consents may be dated or delivered to the Corporation
or its registered office in the State of Delaware until 90 days after the
delivery of the related request required by paragraph (a) of this Article 9.
Consents must be delivered to the Corporation by delivery to its registered
office in the State of Delaware or its principal place of business. Delivery
must be made by hand or by certified or registered mail, return receipt
requested. In the event of the delivery to the Corporation of Consents, the
Secretary or such other officer of the Corporation as the Board of Directors
may designate shall provide for the safe-keeping of such Consents and any
related revocations and shall promptly conduct such ministerial review of the
sufficiency of all Consents and any related revocations and of the validity of
the action to be taken by written consent as the Secretary or such other officer,
as the case may be, deems necessary or appropriate, including, without
limitation, whether the stockholders of a number of shares having the requisite
voting power to authorize or take the action specified in Consents have given
consent; provided, however, that if the action to which the Consents relate is
the removal of one or more members of the Board of Directors, the Secretary or
such other officer of the Corporation as the Board of Directors may designate,
as the case may be, shall promptly designate two persons, who shall not be
members of the Board of Directors, to serve as inspectors (“Inspectors”) with
respect to such Consent and such Inspectors shall discharge the functions of
the Secretary, or such other officer of the Corporation as the Board of
Directors may designate, as the case may be, under this Article 9. If after
such investigation the Secretary, such other officer of the Corporation as the
Board of Directors may designate or the Inspectors, as the case may be, shall
determine that the action purported to have been taken is duly authorized by
the Consents, that fact shall be certified on the records of the Corporation
kept for the purpose of recording the proceedings of meetings of stockholders
and the Consents shall be filed in such records. In conducting the
investigation required by this paragraph (f), the Secretary, such other officer
of the Corporation as the Board of Directors may designate or the Inspectors,
as the case may be, may, at the expense of the Corporation, retain special legal
counsel and any other necessary or appropriate professional advisors as such
person or persons may deem necessary or appropriate and, to the fullest extent
permitted by law, shall be fully protected in relying in good faith upon the
opinion of such counsel or advisors.

(g)
Effectiveness of Consent. Notwithstanding anything in this Certificate of
Incorporation to the contrary, no action may be taken by the stockholders by
written consent except in accordance with this Article 9 and applicable law. If
the Board of Directors shall determine that any request to fix a record date or
to take stockholder action by written consent was not properly

5

made in
accordance with, or relates to an action that may not be effected by written
consent pursuant to, this Article 9 or applicable law, or the stockholder or
stockholders seeking to take such action do not otherwise comply with this
Article 9 or applicable law, then the Board of Directors shall not be required
to fix a record date in respect of such proposed action, and any such purported
action by written consent shall be null and void. No action by written consent
without a meeting shall be effective until such date as the Secretary, such
other officer of the Corporation as the Board of Directors may designate or the
Inspectors, as applicable, certify to the Corporation that the Consents
delivered to the Corporation in accordance with paragraph (f) of this Article 9
represent at least the minimum number of votes that would be necessary to take
the corporate action at a meeting at which all shares entitled to vote thereon
were present and voted, in accordance with the Delaware General Corporation Law
and this Certificate of Incorporation.

(h) Challenge to Validity of Consent. Nothing contained in
this Article 9 shall in any way be construed to suggest or imply that the Board
of Directors or any stockholder shall not be entitled to contest the validity
of any Consent or related revocations, whether before or after such
certification by the Secretary, such other officer of the Corporation as the
Board of Directors may designate or the Inspectors, as the case may be, or to
take any other action (including, without limitation, the commencement,
prosecution, or defense of any litigation with respect thereto, and the seeking
of injunctive relief in such litigation).

(i) Board-Solicited Stockholder Action by Written Consent.
Notwithstanding anything to the contrary set forth above, (x) none of the
foregoing provisions of this Article 9 shall apply to any solicitation of
stockholder action by written consent in lieu of a meeting by or at the direction
of the Board of Directors and (y) the Board of Directors shall be entitled to
solicit stockholder action by written consent in accordance with applicable
law.

ARTICLE 10. Special Meetings of the Stockholders

Special
meetings of the stockholders of the Corporation (i)
may be called by the Chairman of the Board of Directors, the Chief Executive
Officer, or the Board of Directors at any time and for any purpose or purposes
as shall be stated in the notice of the meeting, and (ii) shall be called by
the Secretary upon the written request of the holders of record of at least
twenty-five percent (25%) of the outstanding shares of common stock of the
Corporation at the time such request is validly submitted by the holders of
such requisite percentage of such outstanding shares, subject to and in
compliance with this Article 10 and the bylaws of the Corporation. Except in
accordance with, and subject to, this Article 10 and the bylaws of the
Corporation, stockholders shall not be permitted to propose business or
nominations to be brought before a special meeting of the stockholders.

ARTICLE 11. Annual Meetings of Stockholders

At an
annual meeting of stockholders, only such business shall be conducted, and only
such proposals shall be acted upon, as shall have been brought before the
annual meeting (a) by, or at the direction of, a majority of the directors, or
(b) by any stockholder of the Corporation who complies with the notice
procedures set forth in this Article 11. For a proposal to be properly brought
before an annual meeting by a stockholder, the stockholder must have given
timely notice thereof in writing to the Secretary of the Corporation. To be
timely, a stockholder’s notice must be delivered to, or

6

mailed
and received at, the principal executive offices of the Corporation not less
than 30 days nor more than 60 days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or adjournments of that meeting to a
later date; provided, however, that if less than 40 days’ notice or prior
public disclosure of the date of the scheduled annual meeting is given or made,
notice by the stockholder, to be timely, must be so delivered or received not
later than the close of business on the tenth day following the earlier of the
day on which such notice of the date of the scheduled annual meeting was mailed
or the day on which such public disclosure was made. A stockholder’s notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the annual meeting (a) a brief description of the proposal desired
to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and address, as they appear on the
Corporation’s books, of the stockholder proposing such business and any other
stockholders known by such stockholder to be supporting such proposal, (c) the
class and number of shares of the Corporation’s stock which are beneficially
owned by the stockholder on the date of such stockholder notice and by any
other stockholders known by such stockholder to be supporting such proposal on
the date of such stockholder notice, and (d) any financial interest of the
stockholder in such proposal.

The
presiding officer of the annual meeting shall determine and declare at the
annual meeting whether the stockholder proposal was made in accordance with the
terms of this Article 11. If the presiding officer determines that a
stockholder proposal was not made in accordance with the terms of this Article
11, he shall so declare at the annual meeting and any such proposal shall not
be acted upon at the annual meeting.

This
provision shall not prevent the consideration and approval or disapproval at
the annual meeting of reports of officers, directors and committees of the
Board of Directors, but, in connection with such reports, no new business shall
be acted upon at such annual meeting unless stated, filed and received as
herein provided.

ARTICLE 12. Stockholder Nomination of Directors

Subject
to the rights, if any, of the holders of shares of Preferred Stock then
outstanding, only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of persons
for election to the Board of Directors of the Corporation may be made at a
meeting of stockholders by or at the direction of the Board of Directors by any
nominating committee or person appointed by the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors
at the meeting who complies with the notice procedures set forth in this
Article 12. Such nominations, other than those made by or at the direction of
the Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder’s notice must be
delivered to, or mailed and received at, the principal executive offices of the
Corporation not less than 30 days nor more than 60 days prior to the scheduled
annual meeting, regardless of any postponements, deferrals or adjournments of
that meeting to a later date; provided, however, that if less than 40 days’
notice or prior public disclosure of the date of the scheduled annual meeting
is given or made, notice by the stockholder, to be timely, must be so delivered
or received not later than the close of business on the tenth day following the
earlier of the day on which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public disclosure was made. A
stockholder’s notice to the Secretary shall set

7

forth (a)
as to each person whom the stockholder proposes to nominate for election or
re-election as a director, (i) the name, age, business
address and residence address of the person, (ii) the principal occupation or
employment of the person, (iii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the person and (iv) any
other information relating to the person that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Rule 14a under
the Exchange Act; and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the Corporation’s
books, of the stockholder and (ii) the class and number of shares of the
Corporation’s stock which are beneficially owned by the stockholder on the date
of such stockholder notice. The Corporation may require any proposed nominee to
furnish such other information as may reasonably be required by the Corporation
to determine the eligibility of such proposed nominee to serve as director of
the Corporation.

The
presiding officer of the annual meeting shall determine and declare at the
annual meeting whether the nomination was made in accordance with the terms of
this Article 12. If the presiding officer determines that a nomination was not
made in accordance with the terms of this Article 12, he shall so declare at
the annual meeting and any such defective nomination shall be disregarded.

ARTICLE 13. Limitation of Director Liability

A
director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of
the director’s duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after the date hereof to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.

ARTICLE 14. Indemnification

(a) Each
person who was or is made a party or is threatened to be made a party to or is
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a “proceeding”), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or in any other capacity while serving as a director, officer, employee
or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss (including
attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith.

8

Such
indemnification shall continue as to an indemnitee
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors and administrators; provided,
however, that, except as provided in subparagraph (b) hereof, the Corporation
shall indemnify any such indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The right
to indemnification conferred in this Article 14 shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (an “expense
advancement”); provided, however, that, if the Delaware General Corporation Law
so requires, the payment of such expenses incurred by an indemnitee
in his or her capacity as a director or officer of the Corporation (and not in
any other capacity in which service was or is rendered by such indemnitee while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made upon delivery to the Corporation of
an undertaking, by or on behalf of such indemnitee,
to repay all amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified under this
Article 14 or otherwise; and provided, further, that no expense advancement
shall be paid by the Corporation if independent legal counsel shall advise the
Board of Directors in a written opinion that, based upon the facts known to
such counsel at the time, (a) the indemnitee acted in
bad faith or deliberately breached his or her duty to the Corporation or its
stockholders, and (b) as a result of such conduct by the indemnitee,
it is more likely than not that it will ultimately be determined that such indemnitee has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation
to indemnify such indemnitee. The Corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.

(b) If a
claim under subparagraph (a) of this Article 14 is not paid in full by the
Corporation within 30 days after a written claim has been received by the
Corporation, the indemnitee may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Corporation to recover an expense
advancement, the indemnitee shall be entitled to be
paid also the expense of prosecuting or defending such suit. It shall be a
defense to any such action that the indemnitee has
not met the standards of conduct which make it permissible under the Delaware
General Corporation Law for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the indemnitee is proper in the circumstances because
he or she has met the applicable standard of conduct set forth in the Delaware
General Corporation Law, nor an actual determination by the Corporation (including
its Board of Directors, independent legal counsel, or its stockholders) that
the indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that the indemnitee has not met the applicable standard of conduct;
provided, however, that a determination by the board of directors denying an
expense advancement based upon the written opinion of independent legal counsel
as provided for in subparagraph (a) above shall be a complete defense to any
action seeking an expense advancement, but such determination shall not be a
defense or create a presumption that

9

theindemnitee is not entitled to be indemnified hereunder upon
the final disposition of the proceeding.

(c) The
right to indemnification and the payment of expenses incurred in defending a
proceeding in advance of its final disposition conferred in this Article 14
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this Certificate of
Incorporation, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

(d) The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.

ARTICLE 15. Business Combinations

(a) For
purposes of this Article 15, the following terms shall have the meanings
indicated, and all capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in Section 203(c) of the
Delaware General Corporation Law, as in effect on the date of filing of this
Certificate of Incorporation:

(i) “Business Combination” shall have the meaning ascribed
to it in Section 203(c)(3) of the Delaware General Corporation Law; provided,
however, that the term “interested stockholder,” as used therein, shall have
the meaning ascribed to it in subparagraph (a)(iv) below.

(ii)
“Disinterested Shares” shall mean the shares of Voting Stock of the Corporation
held by Persons other than an Interested Stockholder, and each reference herein
to a percentage or portion of the Disinterested Shares shall refer to such
percentage or portion of the votes entitled to be cast by the holders of such
Disinterested Shares.

(iii)
“Independent Directors” shall mean the members of the Board of Directors who were
directors of the Corporation prior to any Person becoming an Interested
Stockholder or were recommended for election or elected to succeed such
directors by a majority of such directors.

(iv)
“Interested Stockholder” shall mean any Person (other than the Corporation and
any direct or indirect majority-owned subsidiary of the Corporation) that (1)
is the owner of 5% or more of the outstanding Voting Stock or (2) is an
Affiliate or Associate of the Corporation and was the owner of 5% or more of
the outstanding Voting Stock at any time within the three-year period
immediately prior to the date on which it is sought to be determined whether
such Person is an Interested Stockholder; and the Affiliates and Associates of
such Person. For the purpose of determining whether a Person is an Interested
Stockholder, the Voting Stock deemed to be outstanding shall include stock
deemed to be owned by the Person through application of Section 203(c)(8) of the Delaware General Corporation Law, but shall not
include any other unissued stock of the Corporation which may be issuable
pursuant to any agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.

10

(v)
“Voting Stock” shall mean stock of the Corporation of any class or series
entitled to vote generally in the election of directors of the Corporation, and
each reference herein to a percentage or portion of shares of Voting Stock
shall refer to such percentage or portion of the votes entitled to be cast by
the holders of such shares.

(b) In
addition to any affirmative vote required by applicable law or any other
provision of this Certificate of Incorporation or specified in any agreement,
and in addition to any voting rights granted to or held by the holders of any
series of Preferred Stock, the approval or authorization of any Business
Combination with an Interested Stockholder that has not been approved by a
majority of the Independent Directors prior to the date that such stockholder
became an Interested Stockholder, shall require the affirmative vote of the
holders of not less than a majority of the Disinterested Shares then
outstanding.

(c) A
majority of the Independent Directors shall have the power and duty to
determine, on the basis of information known to them after reasonable inquiry,
all facts necessary to determine compliance with this Article 15, including
without limitation, (i) whether a Person is an
Interested Stockholder; (ii) the number of shares of Voting Stock Owned by any
Person, (iii) whether a Person is an Affiliate or Associate of another Person,
(iv) whether a proposed transaction is a Business Combination and (v) whether a
Business Combination shall have been approved by a majority of the Independent
Directors prior to the date that a stockholder became an Interested
Stockholder; and any such determination made in good faith by a majority of the
Independent Directors shall be conclusive and binding for all purposes of this
Article 15.

ARTICLE 16. Board Considerations

The Board
of Directors, each committee of the Board and each individual director, in
discharging their respective duties under applicable law and this Certificate
of Incorporation and in determining what they each believe to be in the best
interests of the Corporation and its stockholders, may consider the effects,
both short-term and long-term, of any action or proposed action taken or to be
taken by the Corporation, the Board of Directors or any committee of the Board
on the interests of (i) the employees, distributors,
customers, suppliers and/or creditors of the Corporation and its subsidiaries
and (ii) the communities in which the Corporation and its subsidiaries own or
lease property or conduct business, all to the extent that the Board, any
committee of the Board or any individual director deems pertinent under the
circumstances; provided, however, that the provisions of this Article 16 shall
not limit in any way the right of the Board to consider any other lawful
factors in making its determinations, including, without limitation, the
effects, both short-term and long-term, of any action or proposed action on the
Corporation or its stockholders directly; and provided further that this
Article 16 shall be deemed solely to grant discretionary authority to the
Board, each committee of the Board and each individual director and shall not
be deemed to provide to any specific constituency any right to be considered.

ARTICLE 17. Amendment of Certificate of Incorporation

The
Corporation reserves this right to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all

11

rights conferred upon stockholders herein are granted
subject to this reservation. In addition to any affirmative vote required by
applicable law or any other provision of this Certificate of Incorporation, and
in addition to any voting rights granted to or held by the holders of any
series of Preferred Stock, the affirmative vote of the holders of not less than
a majority of the outstanding shares of stock of the Corporation entitled to
vote generally in the election of directors of the Corporation shall be
required to amend or repeal, or adopt any provisions inconsistent with, the
provisions of this Certificate of Incorporation.

12

IN WITNESS WHEREOF, the Corporation has caused this Amended and
Restated Certificate of Incorporation to be executed by the undersigned officer
on this 9th day of May, 2014.

Allergan, Inc.

By: /s/ Matthew J. Maletta

Name: Matthew J. Maletta

Title: Vice President,

Associate General Counsel and Secretary

CERTIFICATE
OF DESIGNATIONS

of

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

ALLERGAN,
INC.

(Pursuant
to Section 151 of the

Delaware
General Corporation Law)

Allergan,
Inc., a corporation organized and existing under the General Corporation Law of
the State of Delaware (hereinafter called the “Corporation”), hereby
certifies that the following resolution was adopted by the Board of Directors
of the Corporation (hereinafter called the “Board of Directors” or the “Board”)
as required by Section 151 of the General Corporation Law at a meeting duly
called and held on April 22, 2014.

RESOLVED,
that pursuant to the authority expressly granted to and vested in the Board in
accordance with the provisions of the Amended and Restated Certificate of
Incorporation of the Corporation, the Board hereby creates a series of
Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of
the Corporation and hereby states the designation and number of shares, and
fixes the relative rights, powers and preferences, and qualifications,
limitations and restrictions thereof as follows:

Section 1.Designation
and Amount. The shares of such series shall be designated as “Series
A Junior Participating Preferred Stock” (the “Series
A Preferred Stock”) and the number of shares constituting the Series A
Preferred Stock shall be 400,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that
no decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights
or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.

Section 2.Dividends
and Distributions.

(A) Subject
to the prior and superior rights of the holders of any shares of any class or
series of stock of this Corporation ranking prior and superior to the Series A
Preferred Stock with respect to dividends, the holders of shares of Series A
Preferred Stock, in preference to the holders of Common Stock, par value $0.01
per share (the “Common Stock”), of the Corporation, and of any other
stock ranking junior to the Series A Preferred Stock, shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable in cash on the
first day of March, June, September and December in each year (each such date
being referred

to herein
as a “Quarterly Dividend Payment Date”), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction
of a share of Series A Preferred Stock, in an amount per share (rounded to the
nearest cent) equal to the greater of (a) $1.00 or (b) subject to the
provision for adjustment hereinafter set forth, 1,000 times the aggregate per
share amount of all cash dividends, and 1,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions,
other than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preferred Stock.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event under clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction,
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

(B)
The Corporation shall declare a dividend or
distribution on the Series A Preferred Stock as provided in paragraph
(A) of this Section 2 immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable
in shares of Common Stock); provided that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred
Stock shall nevertheless be payable (with any such payment being within the
discretion of the Board) on such subsequent Quarterly Dividend Payment Date.

(C)
Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issue of such shares, unless the date
of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or unless the date of issue is a
Quarterly Dividend Payment Date or is a date after the record date for the
determination of holders of shares of Series A Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred Stock
entitled to receive

payment of a
dividend or distribution declared thereon, which record date shall be not more
than sixty (60) days prior to the date fixed for the payment thereof.

Section 3.Voting
Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:

(A) Subject
to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock,
then in each such case the number of votes per share to which holders of shares
of Series A Preferred Stock were entitled immediately prior to such event shall
be adjusted by multiplying such number by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

(B) Except
as otherwise provided herein, in any other Certificate of Designations creating
a series of Preferred Stock or any similar stock, or by law, the holders of
shares of Series A Preferred Stock and the holders of shares of Common Stock
and any other capital stock of the Corporation having general voting rights
shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

(C)
Except as set forth herein, or as otherwise provided by
law, holders of Series A Preferred Stock shall have no special voting rights
and their consent shall not be required (except to the extent they are entitled
to vote with holders of Common Stock as set forth herein) for taking any
corporate action.

(D)
If, at the time of any annual meeting of stockholders
for the election of directors, the equivalent of six quarterly dividends
(whether or not consecutive) payable on any share or shares of Series A
Preferred Stock are in default, the number of directors constituting the Board
of Directors of the Corporation shall be increased by two. In addition to
voting together with the holders of Common Stock for the election of other
directors of the Corporation, the holders of record of the Series A Preferred
Stock, voting separately as a class to the exclusion of the holders of Common
Stock, shall be entitled at such meeting of stockholders (and at each
subsequent annual meeting of stockholders), unless all dividends in arrears on
the Series A Preferred Stock have been paid or declared and set apart for
payment prior thereto, to vote for the election of two directors of the
Corporation, the holders of any Series A Preferred Stock being entitled to cast
a number of votes per share of Series A Preferred Stock as is specified in
paragraph (A) of this Section 3. Each such additional
director shall serve until the next annual meeting of stockholders for the
election of directors, or until his successor shall be elected and shall
qualify, or until his right to hold such office terminates pursuant to the
provisions of this Section 3(D). Until the default in payments
of all dividends which permitted the election of said directors shall cease to
exist, any director who shall have been so elected pursuant to the provisions
of

this Section 3(D) may
be removed at any time, without cause, only by the affirmative vote of the
holders of the shares of Series A Preferred Stock at the time entitled to cast
a majority of the votes entitled to be cast for the election of any such
director at a special meeting of such holders called for that purpose, and any
vacancy thereby created may be filled by the vote of such holders. If and when
such default shall cease to exist, the holders of the Series A Preferred Stock
shall be divested of the foregoing special voting rights, subject to revesting in the event of each and every subsequent like
default in payments of dividends. Upon the termination of the foregoing special
voting rights, the terms of office of all persons who may have been elected
directors pursuant to said special voting rights shall forthwith terminate, and
the number of directors constituting the Board of Directors shall be reduced by
two. The voting rights granted by this Section 3(D) shall
be in addition to any other voting rights granted to the holders of the Series A Preferred Stock in this Section 3.

Section 4.Certain
Restrictions.

(A) Whenever
quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are
in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:

(i) declare
or pay dividends, or make any other distributions, on any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;

(ii) declare
or pay dividends, or make any other distributions, on any shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except dividends paid ratably on
the Series A Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;

(iii) redeem
or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock, provided that the Corporation may at any time
redeem, purchase or otherwise acquire shares of any such junior stock in
exchange for shares of any stock of the Corporation ranking junior (both as to
dividends and upon dissolution, liquidation or winding up) to the Series A
Preferred Stock; or

(iv) redeem
or purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity with the Series A
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

(B) The
Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation
unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

Section 5.Reacquired
Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set
forth herein, in the Amended and Restated Certificate of Incorporation or in
any other Certificate of Designations creating a series of Preferred Stock or
any similar stock or as otherwise required by law.

Section 6.Liquidation,
Dissolution or Winding Up.

(A) Upon
any liquidation, dissolution or winding up of the Corporation, voluntary or
otherwise no distribution shall be made (i) to
the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock unless,
prior thereto, the holders of Series A Preferred Stock shall have received an
amount per share (the “Series A Liquidation Preference”) equal to $1,000 per
share, plus an amount equal to accrued and unpaid dividends and distributions
thereon, whether or not declared, to the date of such payment, provided that
the holders of shares of Series A Preferred Stock shall be entitled to receive
an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to 1,000 times the aggregate amount to be
distributed per share to holders of Common Stock, or (ii) to the holders
of shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Preferred Stock,
except distributions made ratably on the Series A Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up. In
the event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of Series A Preferred Stock
were entitled immediately prior to such event under the proviso in clause (i) of the preceding sentence shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that are
outstanding immediately prior to such event.

(B) In
the event, however, that there are not sufficient assets available to permit
payment in full of the Series A Liquidation Preference and the liquidation
preferences of all other classes and series of stock of the Corporation, if
any, that rank on a parity with

the Series A
Preferred Stock in respect thereof, then the assets available for such
distribution shall be distributed ratably to the holders of the Series A
Preferred Stock and the holders of such parity shares in proportion to their
respective liquidation preferences.

(C) Neither
the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section 6.

Section 7.Consolidation,
Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 1,000 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

Section 8.No Redemption.
The Series A Preferred Stock shall not be redeemable
by the Corporation.

Section 9.Rank.
The Series A Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets upon liquidation, dissolution or
winding up, junior to all series of any other class of the Corporation’s
Preferred Stock, except to the extent that any such other series specifically
provides that it shall rank on a parity with or junior to the Series A
Preferred Stock.

Section 10.Amendment.
At any time any shares of Series A Preferred Stock are outstanding, the Amended
and Restated Certificate of Incorporation of the Corporation shall not be
further amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Preferred Stock so as to
affect them adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Series A Preferred Stock, voting
separately as a single class.

Section 11.Fractional
Shares. Series A Preferred Stock may be
issued in fractions of a share that shall entitle the holder, in proportion to
such holder’s fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of Series A Preferred Stock.

IN WITNESS WHEREOF,
ALLERGAN, INC. has caused this certificate to be executed on behalf of the
Corporation by the undersigned authorized officer this 22nd day of April, 2014.